EX-10.17



 Exhibit 10.17 

JELD-WEN HOLDING, INC. 

2017 OMNIBUS EQUITY PLAN 
  

	1.	Purpose. 

 The purpose of the Plan is to assist the Company with attracting,
retaining, incentivizing and motivating officers and employees of, consultants to, and non-employee directors providing services to, the Company and its Subsidiaries and Affiliates and to promote the success of the Company’s business by
providing participating individuals with a proprietary interest in the performance of the Company. The Company believes that this incentive program will cause participating officers, employees, consultants and non-employee directors to increase
their interest in the welfare of the Company, its Subsidiaries and Affiliates and to align their interests with those of the stockholders of the Company, its Subsidiaries and Affiliates. 

 

	2.	Definitions. 

 For purposes of the Plan: 

2.1. “Adjustment Event” shall have the meaning ascribed to such term in Section 12.1. 

2.2. “Affiliate” shall mean any entity that the Company, either directly or indirectly through one or more intermediaries, is
in common control with, is controlled by or controls, each within the meaning of the Securities Act. 
 2.3. “Award” means,
individually or collectively, a grant of an Option, Restricted Stock, a Restricted Stock Unit, a Stock Appreciation Right, a Performance Award, a Dividend Equivalent Right, a Share Award or any or all of them. 

2.4. “Award Agreement” means a written or electronic agreement between the Company and a Participant evidencing the grant of
an Award and setting forth the terms and conditions thereof. 
 2.5. “Board” means the Board of Directors of the Company.

 2.6. “Change in Control” means the occurrence of any of the following: 

(a) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting
Securities”) by any Person, immediately after which such Person first acquires “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of the combined voting
power of the Company’s then-outstanding Voting Securities; provided, however, that in determining whether a Change in Control has occurred pursuant to this Section 2.7(a), the acquisition of Voting Securities in a Non-Control
Acquisition (as hereinafter defined) shall not constitute a Change in Control. A “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the
Company or (B) any corporation or other Person the majority of the voting power, voting equity securities or equity interest of which is owned, directly or indirectly, by the Company (for purposes of this definition, a “Related
Entity”), (ii) the Company or any Related Entity or (iii) any Person in connection with a Non-Control Transaction (as hereinafter defined); 

(b) The individuals who, as of the Effective Date of this Plan, are members of the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the 







 
members of the Board; provided, however, that if the election, or nomination for election by the Company’s common stockholders, of any new director was approved by a vote of at least
two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board
if such individual initially assumed office as a result of either an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”) including by reason of any agreement
intended to avoid or settle any Proxy Contest; 
 (c) The consummation of: 

(i) A merger, consolidation or reorganization (x) with or into the Company or (y) in which securities of the Company
are issued (a “Merger”), unless such Merger is a Non-Control Transaction. A “Non-Control Transaction” shall mean a Merger in which: 

(A) the stockholders of the Company immediately before such Merger own directly or indirectly immediately following such
Merger at least a majority of the combined voting power of the outstanding voting securities of (1) the corporation resulting from such Merger (the “Surviving Corporation”), if fifty percent (50%) or more of the combined
voting power of the then outstanding voting securities of the Surviving Corporation is not Beneficially Owned, directly or indirectly, by another Person (a “Parent Corporation”), or (2) if there is one or more than one Parent
Corporation, the ultimate Parent Corporation; 
 (B) the individuals who were members of the Board immediately prior to the
execution of the agreement providing for such Merger constitute at least a majority of the members of the board of directors of (1) the Surviving Corporation, if there is no Parent Corporation, or (2) if there is one or more than one
Parent Corporation, the ultimate Parent Corporation; and 
 (C) no Person other than (1) the Company or another
corporation that is a party to the agreement of Merger, (2) any Related Entity, (3) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to the Merger, was maintained by the Company or any Related Entity
or (4) any Person who, immediately prior to the Merger, had Beneficial Ownership of Voting Securities representing more than fifty percent (50%) of the combined voting power of the Company’s then-outstanding Voting Securities, has
Beneficial Ownership, directly or indirectly, of fifty percent (50%) or more of the combined voting power of the outstanding voting securities of (x) the Surviving Corporation, if there is no Parent Corporation, or (y) if there is one
or more than one Parent Corporation, the ultimate Parent Corporation; 
 (ii) A complete liquidation or dissolution of the
Company; or 
 (iii) The sale or other disposition of all or substantially all of the assets of the Company and its
Subsidiaries taken as a whole to any Person (other than (x) a transfer to a Related Entity or (y) the distribution to the Company’s stockholders of the stock of a Related Entity or any other assets). 

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired
Beneficial Ownership of more than the permitted 

  
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amount of the then outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities then outstanding, increases
the proportional number of shares Beneficially Owned by the Subject Person; provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company and,
after such acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities and such Beneficial Ownership increases the percentage of the then outstanding Voting Securities Beneficially Owned by the
Subject Person, then a Change in Control shall occur. 
 2.7. “Code” means the Internal Revenue Code of 1986, as amended.

 2.8. “Committee” means the Committee which administers the Plan as provided in Section 3. 

2.9. “Company” means JELD-WEN Holding, Inc., a Delaware corporation, or any successor thereto. 

2.10. “Consultant” means any consultant or advisor, other than an Employee or Director, who is a natural person and who
renders services to the Company or a Subsidiary that (a) are not in connection with the offer and sale of the Company’s securities in a capital raising transaction and (b) do not directly or indirectly promote or maintain a market for
the Company’s securities. 
 2.11. “Corporate Transaction” means (a) a merger, consolidation, reorganization,
recapitalization or other transaction or event having a similar effect on the Company’s capital stock or (b) a liquidation or dissolution of the Company. For the avoidance of doubt, a Corporate Transaction may be a transaction that is also
a Change in Control. 
 2.12. “Covered Employee” means, for any Performance Cycle: 

(a) an Employee who: 

(i) as of the beginning of the Performance Cycle is an officer subject to Section 16 of the Exchange Act, and 

(ii) prior to determining Performance Objectives for the Performance Cycle pursuant to Section 9, the Committee
designates as a Covered Employee for that Performance Cycle; provided that, if the Committee does not make the designation in clause (ii) for a Performance Cycle, all Employees described in clause (i) shall be deemed to be Covered
Employees for purposes of this Plan, and 
 (b) any other Employee that the Committee designates as a Covered Employee for
that Performance Cycle. 
 2.13. “Director” means a member of the Board. 

2.14. “Disability” means, with respect to a Participant, a permanent and total disability as defined in Code
Section 22(e)(3). A determination of Disability may be made by a physician selected or approved by the Committee and, in this respect, the Participant shall submit to any reasonable examination(s) required by such physician upon request.
Notwithstanding the foregoing provisions of this Section 2.15, in the event any Award is considered to be “deferred compensation” as that term is defined under Section 409A and the terms of the Award are such that the definition
of “disability” is 

  
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required to comply with the requirements of Section 409A then, in lieu of the foregoing definition, the definition of “Disability” for purposes of such Award shall mean, with
respect to a Participant, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months. 
 2.15. “Division” means any of the operating units or
divisions of the Company designated as a Division by the Committee. 
 2.16. “Dividend Equivalent Right” means a right to
receive cash or Shares based on the value of dividends that are paid with respect to Shares. 
 2.17. “Effective Date”
means the date of the Plan’s approval by the Company’s stockholders. 
 2.18. “Eligible Individual” means any
Employee, Director or Consultant. 
 2.19. “Employee” means any individual performing services for the Company or a
Subsidiary and designated as an employee of the Company or the Subsidiary on its payroll records. An Employee shall not include any individual during any period he or she is classified or treated by the Company or Subsidiary as an independent
contractor, a consultant or an employee of an employment, consulting or temporary agency or any other entity other than the Company or Subsidiary, without regard to whether such individual is subsequently determined to have been, or is subsequently
retroactively reclassified, as a common-law employee of the Company or Subsidiary during such period. An individual shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between
locations of the Company or any Subsidiary, or between the Company and any Subsidiaries. 
 2.20. “Exchange Act” means the
Securities Exchange Act of 1934, as amended. 
 2.21. “Fair Market Value” on any date means: 

(a) if the Shares are listed for trading on a national securities exchange, the closing price at the close of the primary
trading session of the Shares on the date of determination on the principal national securities exchange on which the common stock is listed or admitted to trading as officially quoted in the consolidated tape of transactions on such exchange or
such other source as the Committee deems reliable for the applicable date, or if there has been no such closing price of the Shares on such date, on the next preceding date on which there was such a closing price; or 

(b) if the Shares are not listed for trading on a national securities exchange, the fair market value of the Shares as
determined in good faith by the Committee, and, if applicable, in accordance with Sections 409A and 422 of the Code. 
 Notwithstanding the foregoing, with
respect to Awards granted in connection with an Initial Public Offering, if any, unless the Committee determines otherwise, Fair Market Value shall mean the price at which Shares are offered to the public by the underwriters in the Initial Public
Offering. 
 2.22. “Incentive Stock Option” means an Option satisfying the requirements of Section 422 of the Code and
designated by the Committee as an Incentive Stock Option. 
 2.23. “Initial Public Offering” means the consummation of the
first public offering of Shares pursuant to a registration statement (other than a Form S-8 or successor forms) filed with, and declared effective by, the United States Securities and Exchange Commission. 

  
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 2.24. “Nonemployee Director” means a Director of the Board who is a
“nonemployee director” within the meaning of Rule 16b-3 promulgated under the Exchange Act. 
 2.25. “Nonqualified Stock
Option” means an Option which is not an Incentive Stock Option. 
 2.26. “Option” means a Nonqualified Stock
Option or an Incentive Stock Option. 
 2.27. “Option Price” means the price at which a Share may be purchased pursuant to
an Option. 
 2.28. “Outside Director” means a Director of the Board who is an “outside director” within the
meaning of Section 162(m). 
 2.29. “Parent” means any corporation which is a “parent corporation” (within
the meaning of Section 424(e) of the Code) with respect to the Company. 
 2.30. “Participant” means an Eligible
Individual to whom an Award has been granted under the Plan. 
 2.31. “Performance Awards” means Performance Share Units,
Performance-Based Restricted Stock or any or all of them. 
 2.32. “Performance-Based Compensation” means any Award that,
pursuant to Section 14.3, is intended to constitute “performance-based compensation” within the meaning of Section 162(m). 

2.33. “Performance-Based Restricted Stock” means Shares issued or transferred to an Eligible Individual under
Section 9.2. 
 2.34. “Performance Cycle” means the time period specified by the Committee at the time Performance
Awards are granted during which the performance of the Company, a Subsidiary or a Division will be measured. 
 2.35. “Performance
Objectives” means the objectives set forth in Section 9.3 for the purpose of determining, either alone or together with other conditions, the degree of payout and/or vesting of Performance Awards. 

2.36. “Performance Share Units” means Performance Share Units granted to an Eligible Individual under Section 9.1(b).

 2.37. “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in
Sections 13(d) and 14(d) of the Exchange Act. 
 2.38. “Plan” means this JELD-WEN Holding, Inc. 2017 Equity Incentive Plan,
as amended from time to time. 
 2.39. “Plan Termination Date” means the date that is ten (10) years after the
Effective Date, unless the Plan is earlier terminated by the Board pursuant to Section 15 hereof. 
 2.40. “Restricted
Stock” means Shares issued or transferred to an Eligible Individual pursuant to Section 8.1. 

  
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 2.41. “Restricted Stock Units” means rights granted to an Eligible Individual
under Section 8.2 representing a number of hypothetical Shares. 
 2.42. “Section 162(m)” means Section 162(m) of
Code, and all regulations, guidance, and other interpretative authority issued thereunder. 
 2.43. “Section 409A” means
Section 409A of Code, and all regulations, guidance, and other interpretative authority issued thereunder. 
 2.44. “Securities
Act” means the Securities Act of 1933, as amended. 
 2.45. “Share Award” means an Award of Shares granted
pursuant to Section 10. 
 2.46. “Shares” means the common stock, par value $0.01 per share, of the Company and any
other securities into which such shares are changed or for which such shares are exchanged. 
 2.47. “Stock Appreciation
Right” means a right to receive all or some portion of the increase, if any, in the value of the Shares as provided in Section 6 hereof. 

2.48. “Subsidiary” means (a) except as provided in subsection (b) below, any corporation which is a subsidiary
corporation within the meaning of Section 424(f) of the Code with respect to the Company and (b) in relation to the eligibility to receive Awards other than Incentive Stock Options and continued employment or the provision of services for
purposes of Awards (unless the Committee determines otherwise), any entity, whether or not incorporated, in which the Company directly or indirectly owns at least twenty-five percent (25%) of the outstanding equity or other ownership interests.

 2.49. “Ten-Percent Shareholder” means an Eligible Individual who, at the time an Incentive Stock Option is to be granted
to him or her, owns (within the meaning of Section 422(b)(6) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, a Parent or a Subsidiary. 

2.50. “Termination”, “Terminated” or “Terminates” shall mean (a) with respect to a
Participant who is an Employee, the date such Participant ceases to be employed by the Company and its Subsidiaries, (b) with respect to a Participant who is a Consultant, the date such Participant ceases to provide services to the Company and
its Subsidiaries or (c) with respect to a Participant who is a Director, the date such Participant ceases to be a Director, in each case, for any reason whatsoever (including by reason of death, Disability or adjudicated incompetency). Unless
otherwise set forth in an Award Agreement, (a) if a Participant is both an Employee and a Director and terminates as an Employee but remains as a Director, the Participant will be deemed to have continued in employment without interruption and
shall be deemed to have Terminated upon ceasing to be a Director and (b) if a Participant who is an Employee or a Director ceases to provide services in such capacity and becomes a Consultant, the Participant will be deemed to have continued in
employment without interruption and shall be deemed to have Terminated upon ceasing to be a Consultant. 
 2.51. “Transition
Period” means the period beginning with an Initial Public Offering and ending as of the earlier of: 
 (a) the date
of the first annual meeting of stockholders of the Company at which Directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the Initial Public Offering occurs and 

  
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 (b) the expiration of the “reliance period” under Treasury Regulation
Section 1.162-27(f)(2). 
  

	3.	Administration. 

 3.1. Committee. The Plan shall be administered by a
Committee appointed by the Board. The Committee shall consist of at least two (2) Directors of the Board and may consist of the entire Board; provided, however, that (a) if the Committee consists of less than the entire Board, then,
with respect to any Award granted to an Eligible Individual who is subject to Section 16 of the Exchange Act, the Committee shall consist only of Nonemployee Directors and (b) to the extent necessary for any Award intended to qualify as
Performance-Based Compensation to so qualify, the Committee shall consist only of Outside Directors. For purposes of the preceding sentence, if one or more members of the Committee is not a Nonemployee Director or an Outside Director but recuses
himself or herself or abstains from voting with respect to a particular action taken by the Committee, then the Committee, with respect to that action, shall be deemed to consist only of the members of the Committee who have not recused themselves
or abstained from voting. The acts of a majority of the total membership of the Committee at any meeting, or the acts approved in writing by all of its members, shall be the acts of the Committee. All decisions and determinations by the Committee in
the exercise of its powers hereunder shall be final, binding and conclusive upon the Company, its Subsidiaries, the Participants and all other Persons having any interest therein. 

3.2. Board Reservation and Delegation. 

(a) Except to the extent necessary for any Award intended to qualify as Performance-Based Compensation to so qualify, the
Board may, in its discretion, reserve to itself or exercise any or all of the authority and responsibility of the Committee hereunder. To the extent the Board has reserved to itself or exercises the authority and responsibility of the Committee, the
Board shall be deemed to be acting as the Committee for purposes of the Plan and references to the Committee in the Plan shall be to the Board. 

(b) Subject to applicable law, the Board may delegate, in whole or in part, any of the authority of the Committee hereunder
(subject to such limits as may be determined by the Board) to any individual or committee of individuals (who need not be Directors), including without limitation the authority to make Awards to Eligible Individuals who are not officers or directors
of the Company or any of its Subsidiaries and who are not subject to Section 16 of the Exchange Act. To the extent that the Board delegates any such authority to make Awards as provided by this Section 3.2(b), all references in the Plan to
the Committee’s authority to make Awards and determinations with respect thereto shall be deemed to include the Board’s delegate. 

3.3. Committee Powers. Subject to the express terms and conditions set forth herein, the Committee shall have all of the powers
necessary to enable it to carry out its duties under the Plan, including, without limitation, the power from time to time to: 

(a) determine those Eligible Individuals to whom Awards shall be granted under the Plan and determine the number or value of
Shares in respect of which each Award is granted, prescribe the terms and conditions (which need not be identical) of each such Award, including, (i) in the case of Options, the exercise price per Share and the duration of the Option and
(ii) in the case of Stock Appreciation Rights, the Base Price per Share and the duration of the Stock Appreciation Right, and make any amendment or modification to any Agreement consistent with the terms of the Plan; 

  
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 (b) construe and interpret the Plan and the Awards granted hereunder, establish,
amend and revoke rules, regulations and guidelines as it deems are necessary or appropriate for the administration of the Plan, including, but not limited to, correcting any defect, supplying any omission or reconciling any inconsistency in the
Plan or in any Award Agreement in the manner and to the extent it shall deem necessary or advisable, including so that the Plan and the operation of the Plan comply with Rule 16b-3 under the Exchange Act, the Code to the extent applicable
and other applicable law, and otherwise make the Plan fully effective; 
 (c) determine the duration and purposes for leaves
of absence which may be granted to a Participant on an individual basis without constituting a Termination for purposes of the Plan; 

(d) cancel, with the consent of the Participant, outstanding Awards or as otherwise permitted under the terms of the Plan;

 (e) exercise its discretion with respect to the powers and rights granted to it as set forth in the Plan; and 

(f) generally, exercise such powers and perform such acts as are deemed necessary or advisable to promote the best interests
of the Company with respect to the Plan. 
 3.4. Non-Uniform Determinations. The Committee’s determinations under the Plan need
not be uniform and may be made by it selectively among Persons who receive, or are eligible to receive, Awards (whether or not such Persons are similarly situated). Without limiting the generality of the foregoing, the Committee shall be entitled,
among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Award Agreements, as to the Eligible Individuals to receive Awards under the Plan and the terms and provision of Awards under the Plan.

 3.5. Non-U.S. Employees. Notwithstanding anything herein to the contrary, with respect to Participants working outside the United
States, the Committee may establish subplans, determine the terms and conditions of Awards, and make such adjustments to the terms thereof as are necessary or advisable to fulfill the purposes of the Plan taking into account matters of local law or
practice, including tax and securities laws of jurisdictions outside the United States. 
 3.6. Indemnification. No member of the
Committee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to the Plan or any transaction hereunder. The Company hereby agrees to indemnify each member of the Committee for all costs and
expenses and, to the extent permitted by applicable law, any liability incurred in connection with defending against, responding to, negotiating for the settlement of or otherwise dealing with any claim, cause of action or dispute of any kind
arising in connection with any actions in administering the Plan or in authorizing or denying authorization to any transaction hereunder. 

3.7. No Repricing of Options or Stock Appreciation Rights. The Committee shall have no authority to (i) make any adjustment (other
than in connection with an Adjustment Event, a Corporate Transaction or other transaction where an adjustment is permitted or required under the terms of the Plan) or amendment, and no such adjustment or amendment shall be made, that reduces or
would have the effect of reducing the exercise price of an Option or Base Price of a Stock Appreciation Right previously granted under the Plan, whether through amendment, cancellation or replacement grants or other means, or (ii) cancel for
cash or other consideration any Option whose Option Price is greater than the then Fair Market Value of a Share or Stock Appreciation Right whose Base Price is greater than the then Fair Market Value of a Share unless, in either case the
Company’s stockholders shall have approved such adjustment, amendment or cancellation. 

  
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	4.	Stock Subject to the Plan; Grant Limitations. 

 4.1. Aggregate Number of
Shares Authorized for Issuance. Subject to any adjustment as provided in the Plan, the maximum number of Shares that may be issued pursuant to Awards granted under the Plan shall not exceed 7,500,000 Shares, all of which may granted pursuant to
Incentive Stock Options. The Shares to be issued under the Plan may be, in whole or in part, authorized but unissued Shares or issued Shares which shall have been reacquired by the Company and held by it as treasury shares. The grant of any Award
that may be settled only in cash shall not reduce the number of Common Shares with respect to which Awards may be granted pursuant to the Plan. 

4.2. Individual Participant Limit. With respect to Awards granted following the last day of the Transition Period (or, if later, the
date the Plan is approved by the Company’s stockholders for purposes of Section 162(m)), (a) the aggregate number of Shares that may be issued pursuant to Awards granted under the Plan in any calendar year (or in respect of the
calendar year during which the Transition Period expires, the remainder of such calendar year) may not exceed 2,000,000 Shares in the case of an Eligible Individual who is an Employee or Consultant, or 250,000 Shares in the case of a Director who is
not an Employee or Consultant. 
 4.3. Calculating Shares Available. Shares shall be deemed to have been issued under the Plan only
to the extent actually issued and delivered pursuant to an Award. To the extent that (i) an Option expires or is otherwise cancelled or terminated without being exercised as to the underlying Shares, (ii) any Shares subject to any other
Award are forfeited, (iii) payment for an Option upon exercise is made with Shares owned by the Participant, (iv) Shares are withheld from payment of an Award in satisfaction of any federal, state or local income tax and applicable
employment tax withholding requirements, or (v) Shares are surrendered in payment of the exercise price or purchase price of an Award, such Shares shall again be available for issuance in connection with future Awards granted under the Plan.

  

	5.	Stock Options. 

 5.1. Authority of Committee. The Committee may
grant Options to Eligible Individuals in accordance with the Plan, the terms and conditions of the grant of which shall be set forth in an Award Agreement. Incentive Stock Options may be granted only to Eligible Individuals who are employees of the
Company or any of its Subsidiaries on the date the Incentive Stock Option is granted. Options shall be subject to the following terms and provisions: 

5.2. Option Price. The Option Price or the manner in which the exercise price is to be determined for Shares under each Option
shall be determined by the Committee and set forth in the Award Agreement; provided, however, that the exercise price per Share under each Option shall not be less than the greater of (i) the par value of a Share and (ii) 100% of
the Fair Market Value of a Share on the date the Option is granted (110% in the case of an Incentive Stock Option granted to a Ten-Percent Shareholder). 

5.3. Maximum Duration. Options granted hereunder shall be for such term as the Committee shall determine; provided that an
Incentive Stock Option shall not be exercisable after the expiration of ten (10) years from the date it is granted (five (5) years in the case of an Incentive Stock Option granted to a Ten-Percent Shareholder) and a Nonqualified Stock
Option shall not be exercisable after the expiration of ten (10) years from the date it is granted; provided, further, however, that (i) unless the Committee provides otherwise, an Option (other than an Incentive Stock Option) may,
upon the death of the 

  
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Participant prior to the expiration of the Option, be exercised for up to one (1) year following the date of the Participant’s death (but in no event beyond the date on which the Option
otherwise would expire by its terms), and (ii) if, at the time an Option (other than an Incentive Stock Option) would otherwise expire at the end of its term, the exercise of the Option is prohibited by applicable law or the Company’s
insider trading policy, the term shall be extended until thirty (30) days after the prohibition no longer applies. The Committee may, subsequent to the granting of any Option, extend the period within which the Option may be exercised
(including following a Participant’s Termination), but in no event shall the period be extended to a date that is later than the earlier of the latest date on which the Option could have been exercised and the 10th anniversary of the date of
grant of the Option, except as otherwise provided herein in this Section 5.3. 
 5.4. Vesting. The Committee shall determine and
set forth in the applicable Award Agreement the time or times at which an Option shall become vested and exercisable; provided that no Award granted to an Employee that vests solely based on the performance of services shall have a vesting period of
less than one year. To the extent not exercised, vested installments shall accumulate and be exercisable, in whole or in part, at any time after becoming exercisable, but not later than the date the Option expires. The Committee may accelerate the
exercisability of any Option or portion thereof at any time. 
 5.5. Limitations on Incentive Stock Options. To the extent that the
aggregate Fair Market Value (determined as of the date of the grant) of Shares with respect to which Incentive Stock Options granted under the Plan and “incentive stock options” (within the meaning of Section 422 of the Code) granted
under all other plans of the Company or its Subsidiaries (in either case determined without regard to this Section 5.5) are exercisable by a Participant for the first time during any calendar year exceeds $100,000, such Incentive Stock Options
shall be treated as Nonqualified Stock Options. In applying the limitation in the preceding sentence in the case of multiple Option grants, unless otherwise required by applicable law, Options which were intended to be Incentive Stock Options shall
be treated as Nonqualified Stock Options according to the order in which they were granted such that the most recently granted Options are first treated as Nonqualified Stock Options. 

5.6. Method of Exercise. The exercise of an Option shall be made only by giving notice in the form and to the Person designated by the
Company, specifying the number of Shares to be exercised and, to the extent applicable, accompanied by payment therefor and otherwise in accordance with the Award Agreement pursuant to which the Option was granted. The Option Price for any Shares
purchased pursuant to the exercise of an Option shall be paid in any of, or any combination of, the following forms: (a) cash or its equivalent (e.g., a check) or (b) if permitted by the Committee, the transfer, either actually or
by attestation, to the Company of Shares that have been held by the Participant for at least six (6) months (or such lesser period as may be permitted by the Committee) prior to the exercise of the Option, such transfer to be upon such terms
and conditions as determined by the Committee or (c) in the form of other property as determined by the Committee. In addition, (i) the Committee may provide for the payment of the Option Price through Share withholding as a result of
which the number of Shares issued upon exercise of an Option would be reduced by a number of Shares having a Fair Market Value equal to the Option Price and (ii) an Option may be exercised through a registered broker-dealer pursuant to such
cashless exercise procedures that are, from time to time, deemed acceptable by the Committee. No fractional Shares (or cash in lieu thereof) shall be issued upon exercise of an Option and the number of Shares that may be purchased upon exercise
shall be rounded down to the nearest number of whole Shares. 
 5.7. Rights of Participants. No Participant shall be deemed for any
purpose to be the owner of any Shares subject to any Option unless and until (a) the Option shall have been exercised with respect to such Shares pursuant to the terms of the applicable Award Agreement, (b) the Company shall have issued


  
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and delivered Shares (whether or not certificated) to the Participant, a securities broker acting on behalf of the Participant or such other nominee of the Participant and (c) the
Participant’s name, or the name of his or her broker or other nominee, shall have been entered as a shareholder of record on the books of the Company. Thereupon, the Participant shall have full voting, dividend and other ownership rights with
respect to such Shares, subject to such terms and conditions as may be set forth in the applicable Award Agreement. 
 5.8. Effect of
Change in Control. Any specific terms applicable to an Option in the event of a Change in Control and not otherwise provided in the Plan shall be set forth in the applicable Award Agreement. 

 

	6.	Stock Appreciation Rights. 

 6.1. Grant. The Committee may grant
Stock Appreciation Rights to Eligible Individuals in accordance with the Plan, the terms and conditions of which shall be set forth in an Award Agreement. A Stock Appreciation Right may be granted (a) at any time if unrelated to an Option or
(b) if related to an Option, either at the time of grant or at any time thereafter during the term of the Option. Awards of Stock Appreciation Rights shall be subject to the following terms and provisions. 

6.2. Terms; Duration. Stock Appreciation Rights shall contain such terms and conditions as to exercisability, vesting and duration as
the Committee shall determine, but in no event shall they have a term of greater than ten (10) years; provided, however, that unless the Committee provides otherwise, a Stock Appreciation Right may, upon the death of the
Participant prior to the expiration of the Award, be exercised for up to one (1) year following the date of the Participant’s death (but in no event beyond the date on which the Stock Appreciation Right otherwise would expire by its terms)
and (ii) if, at the time a Stock Appreciation Right would otherwise expire at the end of its term, the exercise of the Stock Appreciation Right is prohibited by applicable law or the Company’s insider trading policy, the term shall be
extended until thirty (30) days after the prohibition no longer applies. The Committee may, subsequent to the granting of any Stock Appreciation Right, extend the period within which the Stock Appreciation Right may be exercised (including
following a Participant’s Termination), but in no event shall the period be extended to a date that is later than the earlier of the latest date on which the Stock Appreciation Right could have been exercised and the 10th anniversary of the
date of grant of the Stock Appreciation Right, except as otherwise provided herein in this Section 6.2. 
 6.3. Vesting. The
Committee shall determine and set forth in the applicable Award Agreement the time or times at which a Stock Appreciation Right shall become vested and exercisable. To the extent not exercised, vested installments shall accumulate and be
exercisable, in whole or in part, at any time after becoming exercisable, but not later than the date the Stock Appreciation Right expires. The Committee may accelerate the exercisability of any Stock Appreciation Right or portion thereof at any
time. 
 6.4. Amount Payable. Upon exercise of a Stock Appreciation Right, the Participant shall be entitled to receive an amount
determined by multiplying (i) the excess of the Fair Market Value of a Share on the last business day preceding the date of exercise of such Stock Appreciation Right over the Fair Market Value of a Share on the date the Stock Appreciation Right
was granted (the “Base Price”) by (ii) the number of Shares as to which the Stock Appreciation Right is being exercised (the “SAR Payment Amount”). Notwithstanding the foregoing, the Committee may limit in any
manner the amount payable with respect to any Stock Appreciation Right by including such a limit in the Award Agreement evidencing the Stock Appreciation Right at the time it is granted. 

  
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 6.5. Method of Exercise. Stock Appreciation Rights shall be exercised by a Participant
only by giving notice in the form and to the Person designated by the Company, specifying the number of Shares with respect to which the Stock Appreciation Right is being exercised. 

6.6. Form of Payment. Payment of the SAR Payment Amount may be made in the discretion of the Committee solely in whole Shares having an
aggregate Fair Market Value equal to the SAR Payment Amount, solely in cash or in a combination of cash and Shares. If the Committee decides to make full payment in Shares and the amount payable results in a fractional Share, payment shall be
rounded down to the nearest whole Share. 
 6.7. Effect of Change in Control. Any specific terms applicable to a Stock Appreciation
Right in the event of a Change in Control and not otherwise provided in the Plan shall be set forth in the applicable Award Agreement. 
  

	7.	Dividend Equivalent Rights. 

 The Committee may grant Dividend Equivalent Rights,
either in tandem with an Award or as a separate Award, to Eligible Individuals in accordance with the Plan. The terms and conditions applicable to each Dividend Equivalent Right shall be specified in the Award Agreement evidencing the Award. Amounts
payable in respect of Dividend Equivalent Rights may be payable currently or may be deferred until the lapsing of restrictions on such Dividend Equivalent Rights or until the vesting, exercise, payment, settlement or other lapse of restrictions on
the Award to which the Dividend Equivalent Rights relate; provided, however, that a Dividend Equivalent Right granted in tandem with another Award that vests based on the achievement of performance goals shall be subject to
restrictions and risk of forfeiture to the same extent as the Awards with respect to which such dividends are payable. In the event that the amount payable in respect of Dividend Equivalent Rights is to be deferred, the Committee shall determine
whether such amount is to be held in cash or reinvested in Shares or deemed (notionally) to be reinvested in Shares. Dividend Equivalent Rights may be settled in cash or Shares or a combination thereof, in a single installment or multiple
installments, as determined by the Committee. 
  

	8.	Restricted Stock; Restricted Stock Units. 

 8.1. Restricted Stock. The
Committee may grant Awards of Restricted Stock to Eligible Individuals in accordance with the Plan, the terms and conditions of which shall be set forth in an Award Agreement. Each Award Agreement shall contain such restrictions, terms and
conditions as the Committee may, in its discretion, determine and (without limiting the generality of the foregoing) such Award Agreements may require that an appropriate legend be placed on Share certificates. With respect to Shares in a book entry
account in a Participant’s name, the Committee may cause appropriate stop transfer instructions to be delivered to the account custodian, administrator or the Company’s corporate secretary as determined by the Committee in its sole
discretion. Awards of Restricted Stock shall be subject to the following terms and provisions: 
 (a) Rights of
Participant. Shares of Restricted Stock granted pursuant to an Award hereunder shall be issued in the name of the Participant as soon as reasonably practicable after the Award is granted provided that the Participant has executed an Award
Agreement evidencing the Award (which, in the case of an electronically distributed Award Agreement, shall be deemed to have been executed by an acknowledgement of receipt or in such other manner as the Committee may prescribe) and any other
documents which the Committee may require as a condition to the issuance of such Shares. At the discretion of the Committee, Shares issued in connection with an Award of Restricted Stock may be held in escrow by an agent (which may be the Company)
designated by the Committee. Unless the Committee determines otherwise and as set forth in the 

  
 12 








 
Award Agreement, upon the issuance of the Shares, the Participant shall have all of the rights of a shareholder with respect to such Shares, including the right to vote the Shares and to receive
all dividends or other distributions paid or made with respect to the Shares. 
 (b) Terms and Conditions. Each Award
Agreement shall specify the number of Shares of Restricted Stock to which it relates, the conditions which must be satisfied in order for the restrictions on transferability set forth in this paragraph (b) to lapse, and the circumstances under
which the Award will be forfeited. During such period as may be set by the Administrator in the Award Agreement (the “Vesting Period”), the Participant shall not be permitted to sell, transfer, pledge, hypothecate or assign Shares of
Restricted Stock awarded under the Plan except by will or the laws of descent and distribution. The Administrator may also impose such other restrictions and conditions, including the attainment of pre-established Performance Objectives or other
corporate or individual performance goals, on Restricted Stock as it determines in its sole discretion. The Vesting Period shall be not less than three years, provided that the Vesting Period may be shorter (but not less than one year) if
vesting of the Restricted Stock is conditioned upon the attainment of pre-established Performance Objectives or other corporate or individual performance goals. Any attempt to dispose of any Restricted Stock in contravention of any such restrictions
shall be null and void and without effect. 
 (c) Delivery of Shares. Upon the lapse of the restrictions on Shares of
Restricted Stock, the Committee shall cause a stock certificate or evidence of book entry Shares to be delivered to the Participant with respect to such Shares of Restricted Stock, free of all restrictions hereunder. 

(d) Treatment of Dividends. At the time an Award of Restricted Stock is granted, the Committee may, in its discretion,
determine that the payment to the Participant of dividends, or a specified portion thereof, declared or paid on such Shares by the Company shall be (i) deferred until the lapsing of the restrictions imposed upon such Shares and (ii) held
by the Company for the account of the Participant until such time; provided, however, that a dividend payable in respect of Restricted Stock that vests based on the achievement of performance goals shall be subject to restrictions and
risk of forfeiture to the same extent as the Restricted Stock with respect to which such dividends are payable. In the event that dividends are to be deferred, the Committee shall determine whether such dividends are to be reinvested in Shares
(which shall be held as additional Shares of Restricted Stock) or held in cash. Payment of deferred dividends in respect of Shares of Restricted Stock (whether held in cash or as additional Shares of Restricted Stock), shall be made upon the lapsing
of restrictions imposed on the Shares in respect of which the deferred dividends were paid, and any dividends deferred in respect of any Shares of Restricted Stock shall be forfeited upon the forfeiture of such Shares. 

(e) Effect of Change in Control. Any specific terms applicable to Restricted Stock in the event of a Change in Control
and not otherwise provided in the Plan shall be set forth in the applicable Award Agreement. 
 8.2. Restricted Stock Unit Awards.
The Committee may grant Awards of Restricted Stock Units to Eligible Individuals in accordance with the Plan, the terms and conditions of which shall be set forth in an Award Agreement. Each such Award Agreement shall contain such restrictions,
terms and conditions as the Committee may, in its discretion, determine. Awards of Restricted Stock Units shall be subject to the following terms and provisions: 

(a) Payment of Awards. Each Restricted Stock Unit shall represent the right of the Participant to receive one Share,
together with such dividends as may have accrued with respect 

  
 13 








 
to such Share from the time of the grant of the Award until the time of vesting, upon vesting of the Restricted Stock Unit or on any later date specified by the Committee; provided,
however, that the Committee may provide for the settlement of Restricted Stock Units in cash equal to the Fair Market Value of the Shares that would otherwise be delivered to the Participant (determined as of the date of the Shares would have
been delivered), or a combination of cash and Shares. The Committee may, at the time a Restricted Stock Unit is granted, provide a limitation on the amount payable in respect of each Restricted Stock Unit. 

(b) Vesting. No Restricted Stock Units may vest more quickly than one-third annually over three years; provided that
the vesting period may be shorter (but not less than one year) if vesting of the Restricted Stock Unit is conditioned upon the attainment of pre-established Performance Objectives or other corporate or individual performance goals, or for Restricted
Stock Units awarded to Non-Employee Directors. 
 (c) Effect of Change in Control. Any specific terms applicable to
Restricted Stock Units in the event of a Change in Control and not otherwise provided in the Plan shall be set forth in the applicable Award Agreement. 
  

	9.	Performance Awards. 

 9.1. Performance Share Units. The Committee may
grant Awards of Performance Share Units to Eligible Individuals in accordance with the Plan, the terms and conditions of which shall be set forth in an Award Agreement. Performance Share Units shall be denominated in Shares and, contingent upon the
attainment of specified Performance Objectives within the Performance Cycle and such other vesting conditions as may be determined by the Committee (including without limitation, a continued employment requirement following the end of the applicable
Performance Cycle), represent the right to receive payment as provided in Sections 9.1(a) and (b) of the Fair Market Value of a Share on the date the Performance Share Unit becomes vested or any other date specified by the Committee. The
Committee may at the time a Performance Share Unit is granted specify a maximum amount payable in respect of a vested Performance Share Unit. 

(a) Terms and Conditions; Vesting and Forfeiture. Each Award Agreement shall specify the number of Performance Share
Units to which it relates, the Performance Objectives and other conditions which must be satisfied in order for the Performance Share Units to vest and the Performance Cycle within which such Performance Objectives must be satisfied and the
circumstances under which the Award will be forfeited. 
 (b) Payment of Awards. Subject to Section 9.3(c),
payment to Participants in respect of vested Performance Share Units shall be made as soon as practicable after the last day of the Performance Cycle to which such Award relates or at such other time or times as the Committee may determine that the
Award has become vested. Such payments may be made entirely in Shares valued at their Fair Market Value, entirely in cash or in such combination of Shares and cash as the Committee in its discretion shall determine at any time prior to such payment.

 9.2. Performance-Based Restricted Stock. The Committee, may grant Awards of Performance-Based Restricted Stock to Eligible
Individuals in accordance with the Plan, the terms and conditions of which shall be set forth in an Award Agreement. Each Award Agreement may require that an appropriate legend be placed on Share certificates. With respect to Shares in a book entry
account in a Participant’s name, the Committee may cause appropriate stop transfer instructions to be delivered to the account custodian, administrator or the Company’s corporate secretary as determined by the Committee in its sole
discretion. Awards of Performance-Based Restricted Stock shall be subject to the following terms and provisions: 

  
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 (a) Rights of Participant. Performance-Based Restricted Stock shall be
issued in the name of the Participant as soon as reasonably practicable after the Award is granted or at such other time or times as the Committee may determine; provided, however, that no Performance-Based Restricted Stock shall be issued
until the Participant has executed an Award Agreement evidencing the Award (which, in the case of an electronically distributed Award Agreement, shall be deemed to have been executed by an acknowledgement of receipt or in such other manner as the
Committee may prescribe), and any other documents which the Committee may require as a condition to the issuance of such Performance-Based Restricted Stock. At the discretion of the Committee, Shares issued in connection with an Award of
Performance-Based Restricted Stock may be held in escrow by an agent (which may be the Company) designated by the Committee. Unless the Committee determines otherwise and as set forth in the Award Agreement, upon issuance of the Shares, the
Participant shall have all of the rights of a shareholder with respect to such Shares, including the right to vote the Shares and to receive all dividends or other distributions paid or made with respect to the Shares. 

(b) Terms and Conditions. Each Award Agreement shall specify the number of Shares of Performance-Based Restricted Stock
to which it relates, the Performance Objectives and other conditions which must be satisfied in order for the Performance-Based Restricted Stock to vest, the Performance Cycle within which such Performance Objectives must be satisfied and the
circumstances under which the Award will be forfeited; provided, however, that no Performance Cycle for Performance-Based Restricted Stock shall be less than one (1) year. 

(c) Treatment of Dividends. At the time the Award of Performance-Based Restricted Stock is granted, the
Committee may, in its discretion, determine that the payment to the Participant of dividends, or a specified portion thereof, declared or paid on Shares represented by such Award which have been issued by the Company to the Participant shall be
(i) deferred until the lapsing of the restrictions imposed upon such Performance-Based Restricted Stock and (ii) held by the Company for the account of the Participant until such time; provided, however, that a dividend
payable in respect of Performance-Based Restricted Stock shall be subject to restrictions and risk of forfeiture to the same extent as the Performance-Based Restricted Stock with respect to which such dividends are payable. In the event that
dividends are to be deferred, the Committee shall determine whether such dividends are to be reinvested in Shares (which shall be held as additional Shares of Performance-Based Restricted Stock) or held in cash. Payment of deferred dividends in
respect of Shares of Performance-Based Restricted Stock (whether held in cash or in additional Shares of Performance-Based Restricted Stock) shall be made upon the lapsing of restrictions imposed on the Performance-Based Restricted Stock in respect
of which the deferred dividends were paid, and any dividends deferred in respect of any Performance-Based Restricted Stock shall be forfeited upon the forfeiture of such Performance-Based Restricted Stock. 

(d) Delivery of Shares. Upon the lapse of the restrictions on Shares of Performance-Based Restricted Stock
awarded hereunder, the Committee shall cause a stock certificate or evidence of book entry Shares to be delivered to the Participant with respect to such Shares, free of all restrictions hereunder. 

  
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 9.3. Performance Objectives. 

(a) Establishment. With respect to any Performance Awards intended to constitute Performance-Based Compensation,
Performance Objectives for Performance Awards may be expressed in terms of (i) earnings per share; (ii) operating income; (iii) return on equity or assets; (iv) cash flow; (v) net cash flow; (vi) cash flow from
operations; (vii) EBITDA and/or adjusted EBITDA; (viii) revenue growth, product revenue and/or comparable sales growth; (ix) revenue ratios; (x) cost reductions; (xi) cost ratios or margins; (xii) overall revenue or
sales growth; (xiii) expense reduction or management; (xiv) market position or market share; (xv) total shareholder return; (xvi) return on investment; (xvii) earnings before interest and taxes (EBIT); (xviii) net
income (before or after taxes); (xix) return on assets or net assets; (xx) economic value added; (xxi) shareholder value added; (xxii) cash flow return on investment; (xxiii) net operating profit; (xxiv) net operating
profit after tax; (xxv) return on capital; (xxvi) return on invested capital; (xxvii) customer growth; (xxviii) supply chain achievements, (xxix) financial ratios, including those measuring liquidity, activity, profitability
or leverage; (xxx) financing and other capital raising transactions; (xxxi) strategic partnerships or transactions; or (xxxii) any combination of the foregoing. With respect to Performance Awards not intended to constitute
Performance-Based Compensation, Performance Objectives may be based on any of the foregoing or any other performance criteria as may be established by the Committee. Performance Objectives may be in respect of the performance of the Company, any of
its Subsidiaries, any of its Divisions or any combination thereof. Performance Objectives may be absolute or relative (to prior performance of the Company or to the performance of one or more other entities or external indices) and may be expressed
in terms of a progression within a specified range. In the case of a Performance Award which is intended to constitute Performance-Based Compensation, the Performance Objectives with respect to a Performance Cycle shall be established in writing by
the Committee by the earlier of (i) the date on which a quarter of the Performance Cycle has elapsed and (ii) the date which is ninety (90) days after the commencement of the Performance Cycle and in any event while the performance
relating to the Performance Objectives remains substantially uncertain. 
 (b) Effect of Certain Events. The
Committee may, at the time the Performance Objectives in respect of a Performance Award are established, provide for the manner in which performance will be measured against the Performance Objectives to reflect the impact of specified events,
including any one or more of the following with respect to the Performance Period: (i) the gain, loss, income or expense resulting from changes in accounting principles or tax laws that become effective during the Performance Period;
(ii) the gain, loss, income or expense reported publicly by the Company with respect to the Performance Period that are extraordinary or unusual in nature or infrequent in occurrence; (iii) the gains or losses resulting from and the direct
expenses incurred in connection with, the disposition of a business, or the sale of investments or non-core assets; (iv) the gain or loss from all or certain claims and/or litigation and all or certain insurance recoveries relating to claims or
litigation; or (v) the impact of investments or acquisitions made during the year or, to the extent provided by the Committee, any prior year. The events may relate to the Company as a whole or to any part of the Company’s business or
operations, as determined by the Committee at the time the Performance Objectives are established. Any adjustments based on the effect of certain events are to be determined in accordance with generally accepted accounting principles and standards,
unless another objective method of measurement is designated by the Committee and, in respect of Performance Awards intended to constitute Performance-Based Compensation, such adjustments shall be permitted only to the extent permitted under
Section 162(m) without adversely affecting the treatment of any Performance Award as Performance-Based Compensation. 

  
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 (c) Determination of Performance. Prior to the vesting, payment,
settlement or lapsing of any restrictions with respect to any Performance Award, the Committee shall certify in writing that the applicable Performance Objectives have been satisfied to the extent necessary for such Award to qualify as
Performance-Based Compensation. In respect of a Performance Award, the Committee may, in its sole discretion, (i) reduce the amount of cash paid or number of Shares to be issued or that have been issued and that become vested or on which
restrictions lapse, and/or (ii) establish rules and procedures that have the effect of limiting the amount payable to any Participant to an amount that is less than the amount that otherwise would be payable under an Award granted under this
Section 9. The Committee may exercise such discretion in a non-uniform manner among Participants. The Committee shall not be entitled to exercise any discretion otherwise authorized hereunder with respect to any Performance Award intended to
constitute Performance-Based Compensation if the ability to exercise such discretion or the exercise of such discretion itself would cause the compensation attributable to such Awards to fail to qualify as Performance-Based Compensation. 

(d) Effect of Change in Control. Any specific terms applicable to a Performance Award in the event of a Change in
Control and not otherwise provided in the Plan shall be set forth in the applicable Award Agreement. 
  

	10.	Share Awards. 

 The Committee may grant a Share Award to any Eligible Individual
on such terms and conditions as the Committee may determine in its sole discretion. Share Awards may be made as additional compensation for services rendered by the Eligible Individual or may be in lieu of cash or other compensation to which the
Eligible Individual is entitled from the Company. Any dividend payable in respect of a Share Award that vests based on the achievement of performance goals shall be subject to restrictions and risk of forfeiture to the same extent as the Share Award
with respect to which such dividends are payable. 
  

	11.	Effect of Termination of Employment; Transferability. 

 11.1. Termination.
The Award Agreement evidencing the grant of each Award shall set forth the terms and conditions applicable to such Award upon Termination, which shall be as the Committee may, in its discretion, determine at the time the Award is granted or at
anytime thereafter. 
 11.2. Transferability of Awards and Shares. 

(a) Non-Transferability of Awards. Except as set forth in Section 11.2(c) or (d) or as otherwise permitted by
the Committee and as set forth in the applicable Award Agreement, either at the time of grant or at anytime thereafter, no Award (other than Restricted Stock, Performance-Based Restricted Stock, and Share Awards with respect to which the
restrictions have lapsed) shall be (i) sold, transferred or otherwise disposed of, (ii) pledged or otherwise hypothecated or (iii) subject to attachment, execution or levy of any kind; and any purported transfer, pledge,
hypothecation, attachment, execution or levy in violation of this Section 11.2 shall be null and void. 
 (b)
Restrictions on Shares. The Committee may impose such restrictions on any Shares acquired by a Participant under the Plan as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions under
applicable federal securities laws, restrictions under the requirements of any stock exchange or market upon which such Shares are then listed or traded and restrictions under any blue sky or state securities laws applicable to such Shares. 

  
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 (c) Transfers By Will or by Laws of Descent or Distribution. Any Award may
be transferred by will or by the laws of descent or distribution; provided, however, that (i) any transferred Award will be subject to all of the same terms and conditions as provided in the Plan and the applicable Award Agreement; and
(ii) the Participant’s estate or beneficiary appointed in accordance with this Section 11.2(c) will remain liable for any withholding tax that may be imposed by any federal, state or local tax authority. 

(d) Beneficiary Designation. To the extent permitted by applicable law, the Company may from time to time permit each
Participant to name one or more individuals (each, a “Beneficiary”) to whom any benefit under the Plan is to be paid or who may exercise any rights of the Participant under any Award granted under the Plan in the event of the
Participant’s death before he or she receives any or all of such benefit or exercises such Award. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be
effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such designation or if any such designation is not effective under applicable law as determined by the Committee,
benefits under Awards remaining unpaid at the Participant’s death and rights to be exercised following the Participant’s death shall be paid to or exercised by the Participant’s estate. 

 

	12.	Adjustment upon Changes in Capitalization. 

 12.1. In the event that (a) the
outstanding Shares are changed into or exchanged for a different number or kind of Shares or other stock or securities or other equity interests of the Company or another corporation or entity, whether through merger, consolidation, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock split, substitution or other similar corporate event or transaction or (b) there is an extraordinary dividend or distribution by the Company in respect of its Shares
or other capital stock or securities convertible into capital stock in cash, securities or other property (any event described in (a) or (b), an “Adjustment Event”), the Committee shall determine the appropriate adjustments to
(i) the maximum number and kind of shares of stock or other securities or other equity interests as to which Awards may be granted under the Plan, (ii) the maximum number and class of Shares or other stock or securities that may be issued
upon exercise of Incentive Stock Options, (iii) the number and kind of Shares or other securities covered by any or all outstanding Awards that have been granted under the Plan, (iv) the Option Price of outstanding Options and the Base
Price of outstanding Stock Appreciation Rights, and (v) the Performance Objectives applicable to outstanding Performance Awards. 

12.2. Any such adjustment in the Shares or other stock or securities (a) subject to outstanding Incentive Stock Options (including any
adjustments in the exercise price) shall be made in a manner intended not to constitute a modification as defined by Section 424(h)(3) of the Code and only to the extent otherwise permitted by Sections 422 and 424 of the Code, (b) subject
to outstanding Awards that are intended to qualify as Performance-Based Compensation shall be made in a manner intended not to adversely affect the treatment of the Awards as Performance-Based Compensation and (c) with respect to any Award that
is not subject to Section 409A, in a manner intended not to subject the Award to Section 409A and, with respect to any Award that is subject to Section 409A, in a manner intended to comply with Section 409A. 

12.3. If, by reason of an Adjustment Event, pursuant to an Award, a Participant shall be entitled to, or shall be entitled to exercise an
Award with respect to, new, additional or different shares of 

  
 18 








 
stock or securities of the Company or any other corporation, such new, additional or different shares shall thereupon be subject to all of the conditions, restrictions and performance criteria
which were applicable to the Shares subject to the Award prior to such Adjustment Event, as may be adjusted in connection with such Adjustment Event in accordance with this Section 12. 

 

	13.	Effect of Certain Transactions. 

 13.1. Except as otherwise provided in the
applicable Award Agreement, in connection a Corporate Transaction, either: 
 (a) outstanding Awards shall, unless otherwise
provided in connection with the Corporate Transaction, continue following the Corporate Transaction and shall be adjusted if and as provided for in the agreement or plan (in the case of a liquidation or dissolution) entered into or adopted in
connection with the Corporate Transaction (the “Transaction Agreement”), which may include, in the sole discretion of the Committee or the parties to the Corporate Transaction, the assumption or continuation of such Awards by, or
the substitution for such Awards of new awards of, the surviving, successor or resulting entity, or a parent or subsidiary thereof, with such adjustments as to the number and kind of shares or other securities or property subject to such new awards,
exercise prices and other terms of such new awards as the Committee or the parties to the Corporate Transaction shall agree, or 

(b) outstanding Awards shall terminate upon the consummation of the Corporate Transaction; provided, however, that
vested Awards shall not be terminated without: 
 (i) in the case of vested Options and Stock Appreciation Rights (including
those Options and Stock Appreciation Rights that would become vested upon the consummation of the Corporate Transaction), (1) providing the holders of affected Options and Stock Appreciation Rights a period of at least fifteen
(15) calendar days prior to the date of the consummation of the Corporate Transaction to exercise the Options and Stock Appreciation Rights, or (2) providing the holders of affected Options and Stock Appreciation Rights payment (in cash or
other consideration upon or immediately following the consummation of the Corporate Transaction, or, to the extent permitted by Section 409A, on a deferred basis) in respect of each Share covered by the Option or Stock Appreciation Rights being
cancelled an amount equal to the excess, if any, of the per Share price to be paid or distributed to stockholders in the Corporate Transaction (the value of any non-cash consideration to be determined by the Committee in good faith) over the Option
Price of the Option or the Base Price of the Stock Appreciation Rights, or 
 (ii) in the case of vested Awards other than
Options or Stock Appreciation Rights (including those Awards that would become vested upon the consummation of the Corporate Transaction), providing the holders of affected Awards payment (in cash or other consideration upon or immediately following
the consummation of the Corporate Transaction, or, to the extent permitted by Section 409A, on a deferred basis) in respect of each Share covered by the Award being cancelled of the per Share price to be paid or distributed to stockholders in
the Corporate Transaction, in each case with the value of any non-cash consideration to be determined by the Committee in good faith. 

(c) For the avoidance of doubt, if the amount determined pursuant to clause (b)(i)(2) above is zero or less, the affected
Option or Stock Appreciation Rights may be terminated without any payment therefor. 

  
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 13.2. Without limiting the generality of the foregoing or being construed as requiring any such
action, in connection with any such Corporate Transaction the Committee may, in its sole and absolute discretion, cause any of the following actions to be taken effective upon or at any time prior to any Corporate Transaction (and any such action
may be made contingent upon the occurrence of the Corporate Transaction): 
 (a) cause any or all unvested Options and Stock
Appreciation Rights to become fully vested and immediately exercisable (as applicable) and/or provide the holders of such Options and Stock Appreciation Rights a reasonable period of time prior to the date of the consummation of the Corporate
Transaction to exercise the Options and Stock Appreciation Rights; 
 (b) with respect to unvested Options and Stock
Appreciation Rights that are terminated in connection with the Corporate Transaction, provide to the holders thereof a payment (in cash and/or other consideration) in respect of each Share covered by the Option or Stock Appreciation Right being
terminated in an amount equal to all or a portion of the excess, if any, of the per Share price to be paid or distributed to stockholders in the Corporate Transaction (the value of any non-cash consideration to be determined by the Committee in good
faith) over the exercise price of the Option or the Base Price of the Stock Appreciation Right, which may be paid in accordance with the vesting schedule of the Award as set forth in the applicable Award Agreement, upon the consummation of the
Corporate Transaction or, to the extent permitted by Section 409A, at such other time or times as the Committee may determine; 

(c) with respect to unvested Awards (other than Options or Stock Appreciation Rights) that are terminated in connection with
the Corporate Transaction, provide to the holders thereof a payment (in cash and/or other consideration) in respect of each Share covered by the Award being terminated in an amount equal to all or a portion of the per Share price to be paid or
distributed to stockholders in the Corporate Transaction (the value of any non-cash consideration to be determined by the Committee in good faith), which may be paid in accordance with the vesting schedule of the Award as set forth in the applicable
Award Agreement, upon the consummation of the Corporate Transaction or, to the extent permitted by Section 409A, at such other time or times as the Committee may determine. 

(d) For the avoidance of doubt, if the amount determined pursuant to clause (b) above is zero or less, the affected
Option or Stock Appreciation Rights may be terminated without any payment therefor. 
 13.3. Notwithstanding anything to the contrary in
this Plan or any Agreement, 
 (a) the Committee may, in its sole discretion, provide in the Transaction Agreement or
otherwise for different treatment for different Awards or Awards held by different Participants and, where alternative treatment is available for a Participant’s Awards, may allow the Participant to choose which treatment shall apply to such
Participant’s Awards; 
 (b) any action permitted under this Section 13 may be taken without the need for the
consent of any Participant. To the extent a Corporate Transaction also constitutes an Adjustment Event and action is taken pursuant to this Section 13 with respect to an outstanding Award, such action shall conclusively determine the treatment
of such Award in connection with such Corporate Transaction notwithstanding any provision of the Plan to the contrary (including Section 12). 

  
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 (c) to the extent the Committee chooses to make payments to affected Participants
pursuant to Section 13.1(b)(i)(2) or (ii) or Section 13.2(b) or (c) above, any Participant who has not returned any letter of transmittal or similar acknowledgment that the Committee requires be signed in connection with such
payment within the time period established by the Committee for returning any such letter or similar acknowledgement shall forfeit his or her right to any payment and his or her associated Awards may be cancelled without any payment therefor. 

 

	14.	Interpretation. 

 14.1. Section 16 Compliance. The Plan is
intended to comply with Rule 16b-3 promulgated under the Exchange Act and the Committee shall interpret and administer the provisions of the Plan or any Award Agreement in a manner consistent therewith. Any provisions inconsistent with such Rule
shall be inoperative and shall not affect the validity of the Plan. 
 14.2. Compliance with Section 409A. All Awards granted
under the Plan are intended either not to be subject to Section 409A or, if subject to Section 409A, to be administered, operated and construed in compliance with Section 409A. Notwithstanding this or any other provision of the Plan
or any Award Agreement to the contrary, the Committee may amend the Plan or any Award granted hereunder in any manner or take any other action that it determines, in its sole discretion, is necessary, appropriate or advisable (including replacing
any Award) to cause the Plan or any Award granted hereunder to comply with Section 409A and all regulations and other guidance issued thereunder or to not be subject to Section 409A. Any such action, once taken, shall be deemed to be
effective from the earliest date necessary to avoid a violation of Section 409A and shall be final, binding and conclusive on all Eligible Individuals and other individuals having or claiming any right or interest under the Plan. 

14.3. Section 162(m). 

(a) Performance-Based Compensation Awards. Unless otherwise determined by the Committee in its sole discretion and
subject to Section 14.3(b), each Performance Award granted to an Eligible Individual who is also a Covered Employee, and each Option and Stock Appreciation Right (whether or not granted to a Covered Employee), is intended to constitute
Performance-Based Compensation; provided, that no Award granted following the Transition Period shall be intended to constitute Performance-Based Compensation unless the stockholder approval and other requirements of Section 162(m) to
enable Awards to qualify as Performance-Based Compensation have been satisfied. If any provision of the Plan or any Award Agreement relating to an Award that is intended to constitute Performance-Based Compensation does not comply or is inconsistent
with Section 162(m), such provision shall be construed or deemed amended to the extent necessary to conform to such requirements and, in the case of any Performance Award, no provision of the Plan or any Award Agreement shall be deemed to
confer upon the Committee any discretion to increase the amount of compensation otherwise payable in connection with any such Award upon the attainment of the Performance Objectives. 

(b) Section 162(m) Transition Period. 

(i) With respect to Options, Stock Appreciation Rights, Restricted Stock and Performance-Based Restricted Stock granted during
the Transition Period (“Transition Awards”), the Company intends to rely, to the maximum extent possible, on the transition relief provided in Treas. Reg. §1.162-27(f). Accordingly, to the extent such relief from the
application of Section 162(m) is available, the requirements in this Plan applicable to Awards intended to constitute Performance-Based Compensation shall not apply to 

  
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Transition Awards which, without limiting the generality of the foregoing, include the provisions of Section 4.2 and those provisions of Sections 3.1(b), 3.3(a) and 9 that apply only to
Awards intended to constitute Performance-Based Compensation. 
 (ii) With respect to Awards other than Transition Awards
granted during the Transition Period and which are not settled or paid prior to the end of the Transition Period, and with respect to all Awards granted following the Transition Period, the stockholder approval and other requirements of
Section 162(m) must be satisfied with respect to any Awards intended to qualify as Performance-Based Compensation. 
  

	15.	Term; Plan Termination and Amendment of the Plan; Modification of Awards. 


15.1. Term. The Plan shall terminate on the Plan Termination Date and no Award shall be granted after that date. The applicable terms
of the Plan and any terms and conditions applicable to Awards granted prior to the Plan Termination Date shall survive the termination of the Plan and continue to apply to such Awards. 

15.2. Plan Amendment or Plan Termination. The Board may earlier terminate the Plan and the Board may at any time and from time to time
amend, modify or suspend the Plan; provided, however, that: 
 (a) except as otherwise provided in Section 14.2,
no such amendment, modification, suspension or termination shall materially and adversely alter any Awards theretofore granted under the Plan, except with the consent of the Participant, nor shall any amendment, modification, suspension or
termination deprive any Participant of any Shares which he or she may have acquired through or as a result of the Plan; and 

(b) to the extent necessary under any applicable law, regulation or exchange requirement or as provided in Section 3.7,
no other amendment shall be effective unless approved by the stockholders of the Company in accordance with applicable law, regulation or exchange requirement. 

15.3. Modification of Awards. No modification of an Award shall materially and adversely alter or impair any rights or obligations
under the Award without the consent of the Participant. 
  

	16.	Non-Exclusivity of the Plan. 

 The adoption of the Plan by the Board shall not be
construed as amending, modifying or rescinding any previously approved incentive arrangement or as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation,
the granting of stock options otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases. 
  

	17.	Limitation of Liability. 

 As illustrative of the limitations of liability of the
Company, but not intended to be exhaustive thereof, nothing in the Plan shall be construed to: 
 (a) give any person any
right to be granted an Award other than at the sole discretion of the Committee; 

  
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 (b) limit in any way the right of the Company or any of its Subsidiaries to
terminate the employment of or the provision of services by any person at any time; 
 (c) be evidence of any agreement or
understanding, express or implied, that the Company will pay any person at any particular rate of compensation or for any particular period of time; or 

(d) be evidence of any agreement or understanding, express or implied, that the Company will employ any person at any
particular rate of compensation or for any particular period of time. 
  

	18.	Regulations and Other Approvals; Governing Law. 

 18.1.
Governing Law. Except as to matters of federal law, the Plan and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of Delaware without giving effect to conflicts of laws
principles thereof. 
 18.2. Compliance with Law. 

(a) The obligation of the Company to sell or deliver Shares with respect to Awards granted under the Plan shall be subject to
all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee. 

(b) The Board may make such changes as may be necessary or appropriate to comply with the rules and regulations of any
government authority or to obtain for Eligible Individuals granted Incentive Stock Options the tax benefits under the applicable provisions of the Code and regulations promulgated thereunder. 

(c) Each grant of an Award and the issuance of Shares or other settlement of the Award is subject to compliance with all
applicable federal, state and foreign law. Further, if at any time the Committee determines, in its discretion, that the listing, registration or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or under
any federal, state or foreign law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Shares, no Awards shall be or shall
be deemed to be granted or payment made or Shares issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions that are not acceptable to the Committee. Any person
exercising an Option or receiving Shares in connection with any other Award shall make such representations and agreements and furnish such information as the Board or Committee may request to assure compliance with the foregoing or any other
applicable legal requirements. 
 18.3. Transfers of Plan Acquired Shares. Notwithstanding anything contained in the Plan or any
Award Agreement to the contrary, in the event that the disposition of Shares acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act and is not otherwise exempt from such registration, such
Shares shall be restricted against transfer to the extent required by the Securities Act and Rule 144 or other regulations promulgated thereunder. The Committee may require any individual receiving Shares pursuant to an Award granted under the
Plan, as a condition precedent to receipt of such Shares, to represent and warrant to the Company in writing that the Shares acquired by 

  
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such individual are acquired without a view to any distribution thereof and will not be sold or transferred other than pursuant to an effective registration thereof under the Securities Act or
pursuant to an exemption applicable under the Securities Act or the rules and regulations promulgated thereunder. The certificates evidencing any of such Shares shall be appropriately amended or have an appropriate legend placed thereon to reflect
their status as restricted securities as aforesaid. 
  

	19.	Miscellaneous. 

 19.1. Award Agreements. Each Award Agreement shall either
be (a) in writing in a form approved by the Committee and executed on behalf of the Company by an officer duly authorized to act on its behalf, or (b) an electronic notice in a form approved by the Committee and recorded by the Company (or
its designee) in an electronic recordkeeping system used for the purpose of tracking Awards as the Committee may provide. If required by the Committee, an Award Agreement shall be executed or otherwise electronically accepted by the recipient of the
Award in such form and manner as the Committee may require. The Committee may authorize any officer of the Company to execute any or all Award Agreements on behalf of the Company. 

19.2. Forfeiture Events; Clawback. The Committee may specify in an Award Agreement that the Participant’s rights, payments, and
benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, clawback or recoupment upon the occurrence of certain specified events or as required by law, in addition to any otherwise applicable forfeiture provisions
that apply to the Award. Without limiting the generality of the foregoing, any Award under the Plan shall be subject to the terms of the Company’s Incentive Compensation Clawback Policy, as it may be amended from time to time. 

19.3. Multiple Agreements. The terms of each Award may differ from other Awards granted under the Plan at the same time or at some
other time. The Committee may also grant more than one Award to a given Eligible Individual during the term of the Plan, either in addition to or, subject to Section 3.7, in substitution for one or more Awards previously granted to that
Eligible Individual. 
 19.4. Withholding of Taxes. The Company or any of its Subsidiaries may withhold from any payment of cash or
Shares to a Participant or other Person under the Plan an amount sufficient to cover any withholding taxes which may become required with respect to such payment or take any other action it deems necessary to satisfy any income or other tax
withholding requirements as a result of the grant, exercise, vesting or settlement of any Award under the Plan. The Company or any of its Subsidiaries shall have the right to require the payment of any such taxes or to withhold from wages or other
amounts otherwise payable to a Participant or other Person, and require that the Participant or other Person furnish all information deemed necessary by the Company or any of its Subsidiaries to meet any tax reporting obligation as a condition to
exercise or before making any payment or the issuance or release of any Shares pursuant to an Award. If the Participant or other Person shall fail to make such tax payments as are required, the Company or its Subsidiaries shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant or other Person or to take such other action as may be necessary to satisfy such withholding obligations. If specified in an
Award Agreement at the time of grant or otherwise approved by the Committee in its sole discretion, a Participant may, in satisfaction of his or her obligation to pay withholding taxes in connection with the exercise, vesting or other settlement of
an Award, elect to (i) make a cash payment to the Company, (ii) have withheld a portion of the Shares then issuable to him or her or (iii) deliver Shares owned by the Participant prior to the exercise, vesting or other settlement of
an Award, in each case having an aggregate Fair Market Value equal to the withholding taxes. To the extent that Shares are used to satisfy withholding obligations of a Participant pursuant to this Section 19.4 (whether previously-owned Shares
or Shares withheld from an Award), they may only be used to satisfy the minimum tax withholding required by law (or such other amount as will not have any adverse accounting impact as determined by the Committee). 

  
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 19.5. Disposition of ISO Shares. If a Participant makes a disposition, within the meaning
of Section 424(c) of the Code and regulations promulgated thereunder, of any Share or Shares issued to such Participant pursuant to the exercise of an Incentive Stock Option within the two-year period commencing on the day after the date of the
grant or within the one-year period commencing on the day after the date of transfer of such Share or Shares to the Participant pursuant to such exercise, the Participant shall, within ten (10) days of such disposition, notify the Company
thereof, by delivery of written notice to the Company at its principal executive office. 
 19.6. Plan Unfunded. The Plan shall be
unfunded. Except for reserving a sufficient number of authorized Shares to the extent required by law to meet the requirements of the Plan, the Company shall not be required to establish any special or separate fund or to make any other segregation
of assets to assure payment of any Award granted under the Plan. 

  
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